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  Exhibit 10.9    
    


 SEPRACOR INC.  


 2000 STOCK INCENTIVE PLAN


1.     Purpose


        The
purpose of this 2000 Stock Incentive Plan (the "Plan") of Sepracor Inc., a Delaware corporation (the "Company"), is to advance the interests of the Company's stockholders by
enhancing the Company's ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing such persons with equity ownership
opportunities
and performance-based incentives and thereby better aligning the interests of such persons with those of the Company's stockholders. Except where the context otherwise requires, the term "Company"
shall include any of the Company's present or future subsidiary corporations as defined in Section 424(f) of the Internal Revenue Code of 1986, as amended, and any regulations promulgated
thereunder (the "Code") and any other business venture (including, without limitation, joint venture or limited liability company) in which the Company has a significant interest, as determined by the
Board of Directors of the Company (the "Board"). 


2.     Eligibility


        All
of the Company's employees, officers, directors, consultants and advisors (and any individuals who have accepted an offer for employment) are eligible to be granted options,
restricted stock awards, or other stock-based awards (each, an "Award") under the Plan. Each person who has been granted an Award under the Plan shall be deemed a "Participant". 


3.     Administration, Delegation


        (a)    Administration by Board of Directors.    The Plan will be administered by the Board. The Board shall have
authority to grant Awards and to adopt, amend and repeal such administrative rules, guidelines and practices relating to the Plan as it shall deem advisable. The Board may correct any defect, supply
any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem expedient to carry the Plan into effect and it shall be the sole and final judge of
such expediency. All decisions by the Board shall be made in the Board's sole discretion and shall be final and binding on all persons having or claiming any interest in the Plan or in any Award. No
director or person acting pursuant to the authority delegated by the Board shall be liable for any action or determination relating to or under the Plan made in good faith. 


        (b)    Appointment of Committees.    To the extent permitted by applicable law, the Board may delegate any or all of
its powers under the Plan to one or more committees or subcommittees of the Board (a "Committee"). All references in the Plan to the "Board" shall mean the Board or a Committee of the Board referred
to in Section 3(b) to the extent that the Board's powers or authority under the Plan have been delegated to such Committee. 


4.     Stock Available for Awards


        (a)    Number of Shares.    Subject to adjustment under Section 8, Awards may be made under the Plan for up to
2,500,000 shares of common stock, $.10 par value per share, of the Company (the "Common Stock"). If any Award expires or is terminated, surrendered or canceled without having been fully exercised or
is forfeited in whole or in part or results in any Common Stock not being issued, the unused Common Stock covered by such Award shall again be available for the grant of Awards under the Plan,
subject, however, in the case of Incentive Stock Options (as hereinafter defined), to any 


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limitation
required under the Code. Shares issued under the Plan may consist in whole or in part of authorized but unissued shares or treasury shares. 



        (b)    Per-Participant Limit.    Subject to adjustment under Section 8, for Awards granted after
the Common Stock is registered under the Securities Exchange Act of 1934 (the "Exchange Act"), the maximum number of shares of Common Stock with respect to which Awards may be granted to any
Participant under the Plan shall be 500,000 per calendar year. The per-Participant limit described in this Section 4(b) shall be construed and applied consistently with
Section 162(m) of the Code ("Section 162(m)"). 


5.     Stock Options



        (a)    General.    The Board may grant options to purchase Common Stock (each, an "Option") and determine the number
of shares of Common Stock to be covered by each Option, the exercise price of each Option and the conditions and limitations applicable to the exercise of each Option, including conditions relating to
applicable federal or state securities laws, as it considers necessary or advisable. An Option which is not intended to be an Incentive Stock Option (as hereinafter defined) shall be designated a
"Nonstatutory Stock Option". 


        (b)    Incentive Stock Options.    An Option that the Board intends to be an "incentive stock option" as defined in
Section 422 of the Code (an "Incentive Stock Option") shall only be granted to employees of the Company and shall be subject to and shall be construed consistently with the requirements of
Section 422 of the Code. The Company shall have no liability to a Participant, or any other party, if an Option (or any part thereof) which is intended to be an Incentive Stock Option is not an
Incentive Stock Option. 


        (c)    Exercise Price.    The Board shall establish the exercise price at the time each Option is granted and specify
it in the applicable option agreement, provided, however, that the exercise price shall not be
less than 100% of the fair market value of the Common Stock, as determined by the Board, at the time the Option is granted. 



        (d)    Duration of Options.    Each Option shall be exercisable at such times and subject to such terms and conditions
as the Board may specify in the applicable option agreement, provided however, that no Option will be granted for a term in excess of ten years. 


        (e)    Exercise of Option.    Options may be exercised by delivery to the Company of a written notice of exercise
signed by the proper person or by any other form of notice (including electronic notice) approved by the Board together with payment in full as specified in Section 5(f) for the number of
shares for which the Option is exercised. 


        (f)    Payment Upon Exercise.    Common Stock purchased upon the exercise of an Option granted under the Plan shall be
paid for as follows: 



        (1)   in
cash or by check, payable to the order of the Company; 


        (2)   except
as the Board may, in its sole discretion, otherwise provide in an option agreement, by (i) delivery of an irrevocable and unconditional undertaking by a
creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price or (ii) delivery by the Participant to the Company of a copy of irrevocable and unconditional
instructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price; 


        (3)   when
the Common Stock is registered under the Exchange Act, by delivery of shares of Common Stock owned by the Participant valued at their fair market value as
determined by (or in a manner approved by) the Board in good faith ("Fair Market Value"), provided (i) such method 



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of
payment is then permitted under applicable law and (ii) such Common Stock was owned by the Participant at least six months prior to such delivery; 


        (4)   to
the extent permitted by the Board, in its sole discretion by (i) delivery of a promissory note of the Participant to the Company on terms determined by the
Board, or (ii) payment of such other lawful consideration as the Board may determine; or 


        (5)   by
any combination of the above permitted forms of payment. 




        (g)    Substitute Options.    In connection with a merger or consolidation of an entity with the Company or the
acquisition by the Company of property or stock of an entity, the Board may grant Options in substitution for any options or other stock or stock-based awards granted by such entity or an affiliate
thereof. Substitute Options may be granted on such terms as the Board deems appropriate in the circumstances, notwithstanding any limitations on Options contained in the other sections of this
Section 5. 


6.     Restricted Stock



        (a)    Grants.    The Board may grant Awards entitling recipients to acquire shares of Common Stock, subject to the
right of the Company to repurchase all or part of such shares at their issue price or other stated or formula price (or to require forfeiture of such shares if issued at no cost) from the recipient in
the event that conditions specified by the Board in the applicable Award are not satisfied prior to the end of the applicable restriction period or periods established by the Board for such Award
(each, a "Restricted Stock Award"). 


        (b)    Terms and Conditions.    The Board shall determine the terms and conditions of any such Restricted Stock Award,
including the conditions for repurchase (or forfeiture) and the issue price, if any. Any stock certificates issued in respect of a Restricted Stock Award shall be registered in the name of the
Participant and, unless otherwise determined by the Board, deposited by the Participant, together with a stock power endorsed in blank, with the Company (or its designee). At the expiration of the
applicable restriction periods, the Company (or such designee) shall deliver the certificates no longer subject to such restrictions to the Participant or if the Participant has died, to the
beneficiary designated, in a manner determined by the Board, by a Participant to receive amounts due or exercise rights of the Participant in the event of the Participant's death (the "Designated
Beneficiary"). In the absence of an effective designation by a Participant, Designated Beneficiary shall mean the Participant's estate. 


7.     Other Stock-Based Awards


        The
Board shall have the right to grant other Awards based upon the Common Stock having such terms and conditions as the Board may determine, including the grant of shares based upon
certain conditions, the grant of securities convertible into Common Stock and the grant of stock appreciation rights. 


8.     Adjustments for Changes in Common Stock and Certain Other Events



        (a)    Changes in Capitalization.    In the event of any stock split, reverse stock split, stock dividend,
recapitalization, combination of shares, reclassification of shares, spin-off or other similar change in capitalization or event, or any distribution to holders of Common Stock other than
a normal cash dividend, (i) the number and class of securities available under this Plan, (ii) the per-Participant limit set forth in Section 4(b), (iii) the
number and class of securities and exercise price per share subject to each outstanding Option, (iv) the repurchase price per share subject to each outstanding Restricted Stock Award, and
(v) the terms of each other outstanding Award shall be appropriately adjusted by the Company (or substituted Awards may be made, if applicable) to the extent the Board shall determine, in good
faith, that such an adjustment (or substitution) is necessary and appropriate. If this Section 8(a) applies and Section 8(c) also applies to any event, Section 8(c) shall be
applicable to such event, and this Section 8(a) shall not be applicable. 


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        (b)    Liquidation or Dissolution.    In the event of a proposed liquidation or dissolution of the Company, the
Board
shall upon written notice to the Participants provide that all then unexercised Options will (i) become exercisable in full as of a specified time at least 10 business days prior to the
effective date of such liquidation or dissolution and (ii) terminate effective upon such liquidation or dissolution, except to the extent exercised before such effective date. The Board may
specify the effect of a liquidation or dissolution on any Restricted Stock Award or other Award granted under the Plan at the time of the grant of such Award. 



        (c)    Acquisition and Change in Control Events    



        (1)    Definitions    



        (a)   An
"Acquisition Event" shall mean: 




	(i)
	any
merger or consolidation of the Company with or into another entity as a result of which the Common Stock is converted into or exchanged for the right to
receive cash, securities or other property; or



	(ii)
	any
exchange of shares of the Company for cash, securities or other property pursuant to a statutory share exchange transaction. 








        (b)   A
"Change in Control Event" shall mean: 




	(i)
	the
acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act")) (a "Person") of beneficial ownership of any capital stock of the Company if, after such acquisition, such Person beneficially owns (within the meaning of
Rule 13d-3 promulgated under the Exchange Act) 30% or more of either (x) the then-outstanding shares of common stock of the Company (the "Outstanding Company
Common Stock") or (y) the combined voting power of the then-outstanding securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company
Voting Securities"); provided, however, that for purposes of this subsection (i), the following
acquisitions shall not constitute a Change in Control Event: (A) any acquisition directly from the Company (excluding an acquisition pursuant to the exercise, conversion or exchange of any
security exercisable for, convertible into or exchangeable for common stock or voting securities of the Company, unless the Person exercising, converting or exchanging such security acquired such
security directly from the Company or an underwriter or agent of the Company), (B) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any
corporation controlled by the Company, or (C) any acquisition by any corporation pursuant to a Business Combination (as defined below) which complies with clauses (x) and (y) of
subsection (iii) of this definition; or



	(ii)
	such
time as the Continuing Directors (as defined below) do not constitute a majority of the Board (or, if applicable, the Board of Directors of a
successor corporation to the Company), where the term "Continuing Director" means at any date a member of the Board (x) who was a member of the Board on the date of the initial adoption of this
Plan by the Board or (y) who was nominated or elected subsequent to such date by at least a majority of the directors who were Continuing Directors at the time of such nomination or election or
whose election to the Board was recommended or endorsed by at least a majority of the directors who were Continuing Directors at the time of such nomination or election;  provided, however, that there shall be excluded from this clause (y) any individual whose initial
assumption of office occurred as a result of an actual or 






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threatened
election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents, by or on behalf of a person other than the Board; or 



	(iii)
	the
consummation of a merger, consolidation, reorganization, recapitalization or statutory share exchange involving the Company or a sale or other
disposition of all or substantially all of the assets of the Company (a "Business Combination"), unless, immediately following such Business Combination, each of the following two conditions is
satisfied: (x) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities
immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock and the combined voting power of the
then-outstanding securities entitled to vote generally in the election of directors, respectively, of the resulting or acquiring corporation in such Business Combination (which shall
include, without limitation, a corporation which as a result of such transaction owns the Company or substantially all of the Company's assets either directly or through one or more subsidiaries)
(such resulting or acquiring corporation is referred to herein as the "Acquiring Corporation") in substantially the same proportions as their ownership of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, respectively, immediately prior to such Business Combination and (y) no Person (excluding the Acquiring Corporation or any employee benefit plan (or
related trust) maintained or sponsored by the Company or by the Acquiring Corporation) beneficially owns, directly or indirectly, 30% or more of the then-outstanding shares of common stock
of the Acquiring Corporation, or of the combined voting power of the then-outstanding securities of such corporation entitled to vote generally in the election of directors (except to the
extent that such ownership existed prior to the Business Combination). 






        (2)    Effect on Options    




	(a)
	Acquisition Event.    Upon the occurrence of an Acquisition Event (regardless of whether such
event also constitutes a Change in Control Event), or the execution by the Company of any agreement with respect to an Acquisition Event (regardless of whether such event will result in a Change in
Control Event), the Board shall provide that all outstanding Options shall be assumed, or equivalent options shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof);  provided
that if such Acquisition Event also constitutes a Change in Control Event, except to the extent specifically provided to the contrary in the
instrument evidencing any Option or any other agreement between a Participant and the Company, such assumed or substituted options shall be immediately exercisable in full upon the occurrence of such
Acquisition Event. For purposes hereof, an Option shall be considered to be assumed if, following consummation of the Acquisition Event, the Option confers the right to purchase, for each share of
Common Stock subject to the Option immediately prior to the consummation of the Acquisition Event, the consideration (whether cash, securities or other property) received as a result of the
Acquisition Event by holders of Common Stock for each share of Common Stock held immediately prior to the consummation of the Acquisition Event (and if holders were offered a choice of consideration,
the type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided, however, that if the consideration received as a result of the Acquisition Event is
not 





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solely
common stock of the acquiring or succeeding corporation (or an affiliate thereof), the Company may, with the consent of the acquiring or succeeding corporation, provide for the consideration to
be received upon the exercise of Options to consist solely of common stock of the acquiring or succeeding corporation (or an affiliate thereof) equivalent in fair market value to the per share
consideration received by holders of outstanding shares of Common Stock as a result of the Acquisition Event. 










        Notwithstanding
the foregoing, if the acquiring or succeeding corporation (or an affiliate thereof) does not agree to assume, or substitute for, such Options, then the Board shall, upon
written notice to the Participants, provide that all then unexercised Options will become exercisable in full as of a specified time prior to the Acquisition Event and will terminate immediately prior
to the consummation of such Acquisition Event, except to the extent exercised by the Participants before the consummation of such Acquisition Event; provided, however, in the event of an Acquisition
Event under the terms of which holders of Common Stock will receive upon consummation thereof a cash payment for each share of Common Stock surrendered pursuant to such Acquisition Event (the
"Acquisition Price"), then the Board may instead provide that all outstanding Options shall terminate upon consummation of such Acquisition Event and that each Participant shall receive, in exchange
therefor, a cash payment equal to the amount (if any) by which (A) the Acquisition Price multiplied by the number of shares of Common Stock subject to such outstanding Options (whether or not
then exercisable), exceeds (B) the aggregate exercise price of such Options.  



	(b)
	Change in Control Event that is not an Acquisition Event.    Upon the occurrence of a Change in
Control Event that does not also constitute an Acquisition Event, except to the extent specifically provided to the contrary in the instrument evidencing any Option or any other agreement between a
Participant and the Company, all Options then-outstanding shall automatically become immediately exercisable in full. 





        (3)    Effect on Restricted Stock Awards    




	(a)
	Acquisition Event that is not a Change in Control Event.    Upon the occurrence of an Acquisition
Event that is not a Change in Control Event, the repurchase and other rights of the Company under each outstanding Restricted Stock Award shall inure to the benefit of the Company's successor and
shall apply to the cash, securities or other property which the Common Stock was converted into or exchanged for pursuant to such Acquisition Event in the same manner and to the same extent as they
applied to the Common Stock subject to such Restricted Stock Award. 





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	(b)
	Change in Control Event.    Upon the occurrence of a Change in Control Event (regardless of
whether such event also constitutes an Acquisition Event), except to the extent specifically provided to the contrary in the instrument evidencing any Restricted Stock Award or any other agreement
between a Participant and the Company, all restrictions and conditions on all Restricted Stock Awards then-outstanding shall automatically be deemed terminated or satisfied. 





        (4)    Effect on Other Awards    




	(a)
	Acquisition Event that is not a Change in Control Event.    The Board shall specify the effect of
an Acquisition Event that is not a Change in Control Event on any other Award granted under the Plan at the time of the grant of such Award.



	(b)
	Change in Control Event.    Upon the occurrence of a Change in Control Event (regardless of
whether such event also constitutes an Acquisition Event), except to the extent specifically provided to the contrary in the instrument evidencing any other Award or any other agreement between a
Participant and the Company, all other Awards shall become exercisable, realizable or vested in full, or shall be free of all conditions or restrictions, as applicable to each such Award. 






        (5)    Limitations.    Notwithstanding the foregoing provisions of this Section 8(c), if the Change in Control
Event is intended to be accounted for as a "pooling of interests" for financial accounting purposes, and if the acceleration to be effected by the foregoing provisions of this Section 8(c)
would preclude accounting for the Change in Control Event as a "pooling of interests" for financial accounting purposes, then no such acceleration shall occur upon the Change in Control Event. 




9.     General Provisions Applicable to Awards


        (a)    Transferability of Awards.    Except as the Board may otherwise determine or provide in an Award, Awards shall
not be sold, assigned, transferred, pledged or otherwise encumbered by the person to whom they are granted, either voluntarily or by operation of law, except by will or the laws of descent and
distribution, and, during the life of the Participant, shall be exercisable only by the Participant. References to a Participant, to the extent relevant in the context, shall include references to
authorized transferees. 


        (b)    Documentation.    Each Award shall be evidenced by a written instrument in such form as the Board shall
determine. Each Award may contain terms and conditions in addition to those set forth in the Plan. 


        (c)    Board Discretion.    Except as otherwise provided by the Plan, each Award may be made alone or in addition or
in relation to any other Award. The terms of each Award need not be identical, and the Board need not treat Participants uniformly. 


        (d)    Termination of Status.    The Board shall determine the effect on an Award of the disability, death,
retirement, authorized leave of absence or other change in the employment or other status of a Participant and the extent to which, and the period during which, the Participant, the Participant's
legal representative, conservator, guardian or Designated Beneficiary may exercise rights under the Award. 



        (e)    Withholding.    Each Participant shall pay to the Company, or make provision satisfactory to the Board for
payment of, any taxes required by law to be withheld in connection with Awards to such Participant no later than the date of the event creating the tax liability. Except as the Board may otherwise
provide in an Award, when the Common Stock is registered under the Exchange Act, Participants may, to the extent then permitted under applicable law, satisfy such tax obligations in whole or in part
by delivery of shares of Common Stock, including shares retained from the Award 


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creating
the tax obligation, valued at their Fair Market Value. The Company may, to the extent permitted by law, deduct any such tax obligations from any payment of any kind otherwise due to a
Participant. 


        (f)    Amendment of Award.    The Board may amend, modify or terminate any outstanding Award, including but not
limited to, substituting therefor another Award of the same or a different type, changing the date of exercise or realization, and converting an Incentive Stock Option to a Nonstatutory Stock Option,
provided that the Participant's consent to such action shall be required unless the Board determines that the action, taking into account any related action, would not materially and adversely affect
the Participant. 


        (g)    Conditions on Delivery of Stock.    The Company will not be obligated to deliver any shares of Common Stock
pursuant to the Plan or to remove restrictions from shares previously delivered under the Plan until (i) all conditions of the Award have been met or removed to the satisfaction of the Company,
(ii) in the opinion of the Company's counsel, all other legal matters in connection with the issuance and delivery of such shares have been satisfied, including any applicable securities laws
and any applicable stock exchange or stock market rules and regulations, and (iii) the Participant has executed and delivered to the Company such representations or agreements as the Company
may consider appropriate to satisfy the requirements of any applicable laws, rules or regulations. 


        (h)    Acceleration.    The Board may at any time provide that any Options shall become immediately exercisable in
full or in part, that any Restricted Stock Awards shall be free of restrictions in full or in part or that any other Awards may become exercisable in full or in part or free of some or all
restrictions or conditions, or otherwise realizable in full or in part, as the case may be. 


10.   Miscellaneous


        (a)    No Right To Employment or Other Status.    No person shall have any claim or right to be granted an Award, and
the grant of an Award shall not be construed as giving a Participant the right to continued employment or any other relationship with the Company. The Company expressly reserves the right at
any time to dismiss or otherwise terminate its relationship with a Participant free from any liability or claim under the Plan, except as expressly provided in the applicable Award. 



        (b)    No Rights As Stockholder.    Subject to the provisions of the applicable Award, no Participant or Designated
Beneficiary shall have any rights as a stockholder with respect to any shares of Common Stock to be distributed with respect to an Award until becoming the record holder of such shares.
Notwithstanding the foregoing, in the event the Company effects a split of the Common Stock by means of a stock dividend and the exercise price of and the number of shares subject to such Option are
adjusted as of the date of the distribution of the dividend (rather than as of the record date for such dividend), then an optionee who exercises an Option between the record date and the distribution
date for such stock dividend shall be entitled to receive, on the distribution date, the stock dividend with respect to the shares of Common Stock acquired upon such Option exercise, notwithstanding
the fact that such shares were not outstanding as of the close of business on the record date for such stock dividend. 


        (c)    Effective Date and Term of Plan.    The Plan shall become effective on the date on which it is adopted by the
Board, but no Award granted to a Participant that is intended to comply with Section 162(m) shall become exercisable, vested or realizable, as applicable to such Award, unless and until the
Plan has been approved by the Company's stockholders to the extent stockholder approval is required by Section 162(m) in the manner required under Section 162(m) (including the vote
required under Section 162(m)). No Awards shall be granted under the Plan after the completion of ten years from the earlier of (i) the date on which the Plan was adopted by the Board or
(ii) the date the Plan was approved by the Company's stockholders, but Awards previously granted may extend beyond that date. 


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        (d)    Amendment of Plan.    The Board may amend, suspend or terminate the Plan or any portion thereof at any time,
provided that to the extent required by Section 162(m), no Award granted to a Participant that is intended to comply with Section 162(m) after the date of such amendment shall become
exercisable, realizable or vested, as applicable to such Award, unless and until such amendment shall have been approved by the Company's stockholders as required by Section 162(m) (including
the vote required under Section 162(m)). 


        (e)    Governing Law.    The provisions of the Plan and all Awards made hereunder shall be governed by and interpreted
in accordance with the laws of the State of Delaware, without regard to any applicable conflicts of law. 


Adopted
by the Board of Directors on February 24, 2000 


Adopted
by the Stockholders on May 24, 2000 


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   AMENDMENT NO 1. TO

2000 STOCK INCENTIVE PLAN

OF

SEPRACOR INC.  


        The 2000 Stock Incentive Plan (the "Plan") of Sepracor Inc. be, and hereby is, amended as follows: 


        1.     Section 4,
paragraph (a) is deleted in its entirety and the following is substituted in its place: 



        "(a)    Number of Shares.    Subject to adjustment under Section 8, Awards may be made under the Plan for up to
4,000,000 shares of common stock, $.10 par value per share, of the Company (the "Common Stock"). If any Award expires or is terminated, surrendered or cancelled without having been fully exercised or
is forfeited in whole or in part or results in any Common Stock not being issued, the unused Common Stock covered by such Award shall again be available for the grant of Awards under the Plan,
subject, however, in the case of Incentive Stock Options (as hereinafter defined), to any limitation required under the Code. Shares issued under the Plan may consist in whole or in part of authorized
but unissued shares or treasury shares." 



			
	 	 	Adopted by the Board of Directors on February 21, 2002
	

 	
 	

Adopted by the Stockholders on May 22, 2002





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 AMENDMENT NO 2. TO

2000 STOCK INCENTIVE PLAN

OF

SEPRACOR INC.  


        The 2000 Stock Incentive Plan (the "Plan") of Sepracor Inc. be, and hereby is, amended as follows: 



        1.     Section 4,
paragraph (a) is deleted in its entirety and the following is substituted in its place: 



        "(a)    Number of Shares.    Subject to adjustment under Section 8, Awards may be made under the Plan for up to
5,5000,000 shares of common stock, $.10 par value per share, of the Company (the "Common Stock"). If any Award expires or is terminated, surrendered or cancelled without having been fully exercised or
is forfeited in whole or in part or results in any Common Stock not being issued, the unused Common Stock covered by such Award shall again be available for the grant of Awards under the Plan,
subject, however, in the case of Incentive Stock Options (as hereinafter defined), to any limitation required under the Code. Shares issued under the Plan may consist in whole or in part of authorized
but unissued shares or treasury shares." 



			
	 	 	Adopted by the Board of Directors on February 20, 2003
	

 	
 	

Adopted by the Stockholders on May 22, 2003





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 AMENDMENT NO 3. TO

2000 STOCK INCENTIVE PLAN

OF

SEPRACOR INC.  


        The 2000 Stock Incentive Plan (the "Plan"), as amended, of Sepracor Inc. be, and hereby is, further amended as follows: 



        1.     Section 4,
paragraph (a) is deleted in its entirety and the following is substituted in its place: 



        "(a)    Number of Shares.    Subject to adjustment under Section 8, Awards may be made under the Plan for up to
8,000,000 shares of common stock, $.10 par value per share, of the Company (the "Common Stock"). If any Award expires or is terminated, surrendered or cancelled without having been fully exercised or
is forfeited in whole or in part or results in any Common Stock not being issued, the unused Common Stock covered by such Award shall again be available for the grant of Awards under the Plan,
subject, however, in the case of Incentive Stock Options (as hereinafter defined), to any limitation required under the Code. Shares issued under the Plan may consist in whole or in part of authorized
but unissued shares or treasury shares." 



			
	 	 	Adopted by the Board of Directors on February 11, 2004.
	

 	
 	

Adopted by the Stockholders on May 19, 2004.





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 AMENDMENT NO. 4 TO

2000 STOCK INCENTIVE PLAN

OF

SEPRACOR INC.  


        The 2000 Stock Incentive Plan (the "Plan"), as amended, of Sepracor Inc. be, and hereby is, further amended as follows: 



        1.     Section 4,
paragraph (a) is deleted in its entirety and the following is substituted in its place: 



        "(a)    Number of Shares.    Subject to adjustment under Section 8, Awards may be made under the Plan for up to
9,500,000 shares of common stock, $.10 par value per share, of the Company (the "Common Stock"). If any Award expires or is terminated, surrendered or cancelled without having been fully exercised or
is forfeited in whole or in part or results in any Common Stock not being issued, the unused Common Stock covered by such Award shall again be available for the grant of Awards under the Plan,
subject, however, in the case of Incentive Stock Options (as hereinafter defined), to any limitation required under the Code. Shares issued under the Plan may consist in whole or in part of authorized
but unissued shares or treasury shares." 



			
	 	 	Adopted by the Board of Directors on April 1, 2005.
	

 	
 	

Adopted by the Stockholders on May 19, 2005.





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 AMENDMENT NO. 5 TO

2000 STOCK INCENTIVE PLAN

OF

SEPRACOR INC.  


        The 2000 Stock Incentive Plan (the "Plan") of Sepracor Inc. be and hereby is, amended as follows: 



	1.
	The
following Section 5(h) is hereby added:



	(h)
	Limitation on Repricing.    Unless such action is approved by the Company's stockholders:
(i) no outstanding Option granted under the Plan may be amended to provide an exercise price per share that is lower than the then-current exercise price per share of such
outstanding Option (other than adjustments pursuant to Section 8), and (ii) the Board may not cancel any outstanding option (whether or not granted under the Plan) and grant in
substitution therefor new Awards under the Plan covering the same or a different number of shares of Common Stock and having an exercise price per share lower than the then-current
exercise price per share of the cancelled Option.






	2.
	Section 9(f)
is hereby deleted in its entirety and replaced with the following:



	(f)
	Amendment of Plan.    Except as prohibited by Section 5(h), the Board may amend, modify or
terminate any outstanding Award, including but not limited to, substituting therefore another Award of the same or a different type, changing the date of exercise or realization, and converting an
Incentive Stock Option to a Non-Statutory Stock Option, provided that the Participant's consent to such action shall be required unless the Board determines that the action, taking into
account any related action, would not materially and adversely affect the Participant. 








Adopted
by the Board of Directors on May 13, 2005 


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 AMENDMENT NO. 6 TO

2000 STOCK INCENTIVE PLAN

OF

SEPRACOR INC.  


        The 2000 Stock Incentive Plan (the "Plan") of Sepracor Inc. be and hereby is, amended as follows: 


        1.     Section 4,
paragraph (a) is deleted in its entirety and the following is substituted in its place: 



        "(a)    Number of Shares.    Subject to adjustment under Section 8, Awards may be made under the Plan for up to
11,500,000 shares of common stock, $.10 par value per share, of the Company (the "Common Stock"). If any Award expires or is terminated, surrendered or cancelled without having been fully exercised or
is forfeited in whole or in part or results in any Common Stock not being issued, the unused Common Stock covered by such Award shall again be available for the grant of Awards under the Plan,
subject, however, in the case of Incentive Stock Options (as hereinafter defined), to any limitation required under the Code. Shares issued under the Plan may consist in whole or in part of authorized
but unissued shares or treasury shares." 



			
	 	 	Adopted by the Board of Directors on April 5, 2006.
	

 	
 	

Adopted by the Stockholders on May 18, 2006.





15







 
 AMENDMENT NO. 7 TO

2000 STOCK INCENTIVE PLAN

OF

SEPRACOR INC.  


        The 2000 Stock Incentive Plan (the "Plan"), as amended, of Sepracor Inc. be, and hereby is, further amended as follows: 



        1.     Section 4,
paragraph (a) is deleted in its entirety and the following is substituted in its place: 




        "(a)    Number of Shares.    Subject to adjustment under Section 8, Awards may be made under the Plan for up to
13,500,000 shares of common stock, $.10 par value per share, of the Company (the "Common Stock"). If any Award expires or is terminated, surrendered or cancelled without having been fully exercised or
is forfeited in whole or in part or results in any Common Stock not being issued, the unused Common Stock covered by such Award shall again be available for the grant of Awards under the Plan,
subject, however, in the case of Incentive Stock Options (as hereinafter defined), to any limitation required under the Code. Shares issued under the Plan may consist in whole or in part of authorized
but unissued shares or treasury shares." 




			
	 	 	Adopted by the Board of Directors on March 8, 2007.
	

 	
 	

Adopted by the Stockholders on May 15, 2007.





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   AMENDMENT NO. 8 TO

2000 STOCK INCENTIVE PLAN

OF

SEPRACOR INC  


        The 2000 Stock Incentive Plan (the "Plan") of Sepracor Inc. be, and hereby is, amended as follows: 


        1.     Section 4,
paragraph (a) is hereby deleted in its entirety and the following is substituted in its place: 



        "(a)    Number of Shares; Share Counting.    



        (1)    Authorized Number of Shares.    Subject to adjustment under Section 8, Awards may be made under the Plan
for up to 15,000,000 shares of common stock, $.10 par value per share, of the Company (the "Common Stock"). 


        (2)    Share Counting.    For purposes of counting the number of shares available for the grant of Awards under the
Plan and under the sublimits contained in Sections 4(b), (i) all shares of Common Stock covered by stock appreciation rights ("SARs") shall be counted against the number of shares
available for the grant of Awards; provided, however, that SARs that may be settled in cash only shall not be so counted; (ii) if any Award (A) expires or is terminated, surrendered or
canceled without having been fully exercised or is forfeited in whole or in part (including as the result of shares of Common Stock subject to such Award being repurchased by the Company at the
original issuance price pursuant to a contractual repurchase right) or (B) results in any Common Stock not being issued (including as a result of an SAR that was settleable either in cash or in
stock actually being settled in cash), the unused
Common Stock covered by such Award shall again be available for the grant of Awards; provided, however, in the case of Incentive Stock Options (as hereinafter defined), the foregoing shall be subject
to any limitations under the Code; and provided further, in the case of SARs, that the full number of shares subject to any stock-settled SAR shall be counted against the shares available under the
Plan and against the sublimits listed in the first clause of this Section regardless of the number of shares actually used to settle such SAR upon exercise; (iii) shares of Common Stock
delivered (either by actual delivery or attestation) to the Company by a Participant to (A) purchase shares of Common Stock upon the exercise of an Award or (B) satisfy tax withholding
obligations (including shares retained from the Award creating the tax obligation) shall not be added back to the number of shares available for the future grant of Awards; and (iv) shares of
Common Stock repurchased by the Company on the open market using the proceeds from the exercise of an Award shall not increase the number of shares available for future grant of Awards." 




        2.    Section 7
is hereby deleted in its entirety and the following is substituted in its place: 



        "The
Board shall have the right to grant other Awards based upon the Common Stock having such terms and conditions as the Board may determine, including the grant of shares based upon
certain conditions, the grant of securities convertible into Common Stock and the grant of stock appreciation rights. Notwithstanding the foregoing, with respect to any SAR granted by the Board under
the Plan: 



        (a)   The
exercise price applicable to any such SAR shall not be less than 100% of the Fair Market Value on the date the SAR is granted; provided that if the Board approves
the grant of a SAR with an exercise price to be determined on a future date, the exercise price shall be not less than 100% of the Fair Market Value on such future date; and 


        (b)   unless
such action is approved by the Company's stockholders: (1) no outstanding SAR granted under the Plan may be amended to provide an exercise price per share
that is 




17







 





lower
than the then-current exercise price per share of such outstanding SAR (other than adjustments pursuant to Section 8) and (2) the Board may not cancel any outstanding
SAR (whether or not granted under the Plan) and grant in substitution therefor new Awards under the Plan covering the same or a different number of shares of Common Stock and having an exercise price
per share lower than the then-current exercise price per share of the cancelled SAR." 




			
	 	 	Adopted by the Board of Directors on April 4, 2008.
	

 	
 	

Adopted by the Stockholders on May 20, 2008.





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